3 INDEPENDENT AUDITORS' REPORT Plan Administrator and the Commerce Department of the State of Minnesota Minnesota Workers' Compensation Assigned Risk Plan Minneapolis, Minnesota We have audited the accompanying financial statements of the Minnesota Workers Compensation Assigned Risk Plan (the Plan), which comprise the balance sheet as of December 31, 2012 and 2011, and the related statements of income and comprehensive income, changes in policyholders surplus, and cash flows for the years then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. St. Paul, Minnesota June 19,

6 STATEMENT OF CHANGES IN POLICYHOLDERS' SURPLUS YEARS ENDED DECEMBER 31, 2012 AND RESTRICTED - TERRORISM COVERAGE: Beginning of Year $ 3,637,546 $ 3,441,775 Transfer From Unassigned Surplus 171, ,771 End of Year 3,809,101 3,637,546 APPROPRIATED FOR STATE OF MINNESOTA: Beginning of Year 25,718,620 40,736,990 Transfer From Unassigned Surplus 14,520,965 25,718,620 Distributions to the State of Minnesota (25,718,620) (40,736,990) End of Year 14,520,965 25,718,620 UNASSIGNED: Beginning of Year 36,659,351 43,589,788 Net Income 12,833,968 18,983,954 Transfer to Restricted - Terrorism Coverage (171,555) (195,771) Transfer to Appropriated for State of Minnesota (14,520,965) (25,718,620) End of Year 34,800,799 36,659,351 ACCUMULATED OTHER COMPREHENSIVE INCOME: Beginning of Year 9,703,103 2,968,437 Change in Unrealized Appreciation of Investments 1,686,997 6,734,666 End of Year 11,390,100 9,703,103 TOTAL POLICYHOLDERS' SURPLUS $ 64,520,965 $ 75,718,620 The accompanying notes are an integral part of the financial statements. 4

8 NOTE 1 - DESCRIPTION OF PLAN The Minnesota Workers' Compensation Assigned Risk Plan (the Plan) is the source of workers' compensation and employers' liability coverage for Minnesota employers who have been unable to obtain an insurance policy through the voluntary market. Coverage provided through the Plan is substantially the same as coverage available from licensed workers' compensation insurance companies. The Plan was established in 1982 and contracts with servicing contractors who review applications, issue policies, collect premiums, pay claims, and perform other administrative duties for the Plan per contractual requirements. To the extent that the assets of the Plan are inadequate to meet its obligations, the Commissioner of the Minnesota Department of Commerce shall assess all licensed workers' compensation insurance companies doing business in the state of Minnesota an amount sufficient to fully fund the obligations of the Plan. The assessment of each insurer shall be in a proportion equal to the proportion that the amount of workers' compensation insurance written by that insurer in Minnesota during the calendar year preceding the assessment bears to the total workers' compensation insurance written in Minnesota during the same calendar year by all licensed insurers. No assessments were made in either 2012 or The servicing contractors bear no share of the Plan's liabilities. Since inception, the Plan has contracted with seven servicing contractors to administer the program. These contractors are as follows: Berkley Risk Administrators Company, LLC (BRAC); RTW, Inc. (RTW); SFM Risk Solutions, Inc. (SFM); Employers Insurance of Wausau, a Mutual Company (EIW); Occupational Healthcare Management Services (OHMS); Deferred Compensation Administrators, Inc. (DCA); and St. Paul Risk Services, Inc. (SPRS) Policies are allocated to servicing carriers according to each carrier's contractual percentage participation in the program. The percentage participations have varied over time, as outlined in the following chart: Percentage Participation Policy Inception Period BRAC RTW SFM EIW OHMS DCA SPRS Inception - 6/30/83 7.0% % % 30.0% % 3.0% 60.0% 7/1/83-12/31/ /1/87-3/31/ /1/89-3/31/ /1/92-3/31/ /1/94-3/31/ /1/97-6/30/ /1/00-6/30/ /1/04-12/31/ /1/10-12/31/

9 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Plan's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Risks and Uncertainties Certain risks and uncertainties are inherent in the Plan's day-to-day operations and in the process of preparing its financial statements. The more significant of those risks and uncertainties, as well as the Plan's methods for mitigating, quantifying, and minimizing such risks, are presented below and throughout the notes to the financial statements. Financial Statements Risk The preparation of financial statements requires the plan administrator to make estimates and assumptions that affect the reported financial statement balances, as well as the disclosure of contingent assets and liabilities. The most significant of these amounts is the liability for loss and loss adjustment expense (LAE) reserves. While the plan administrator believes the reserve for losses and LAE makes a reasonable provision to cover the ultimate liability, it is reasonably possible that the actual ultimate loss and LAE costs may vary from amounts provided, and the variance could be material to the financial statements. Investments Risk The Plan is exposed to risks that issuers of securities owned by the Plan will default or that interest rates will change and cause a decrease in the value of its investments. The Plan mitigates these risks by investing in high-grade securities and by matching maturities of its investments with the anticipated payouts of its liabilities. Premiums Receivable Risk Premiums receivable represent amounts to be received for policies issued. Premiums are calculated based upon information provided by the insured. Audits are performed on the information provided after the policy expiration date. These audits may result in an additional premium billing or a premium refund. Any difference between the initial premium and the audit premium is reflected in current operations when the audit premium is billed or premium refund is recorded. Investments The Plan's entire fixed maturity and equity investment portfolios are classified as available-for-sale, in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification. Accordingly, the Plan carries these investments on the balance sheet at estimated fair value. Short-term investments include investments maturing within one year and money market instruments and are carried at cost, which approximates fair value. 7

10 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments (Continued) Realized gains and losses from sales of investments are reflected in earnings based on the average cost of the investments sold. The difference between the cost and estimated fair value of investments is monitored. If any investments experience a decline in value that the Plan believes is other than temporary, the asset is written down for the decline and a realized loss is reflected in earnings. Changes in unrealized appreciation or depreciation resulting from changes in the fair value of investments are reflected directly in policyholders surplus as accumulated other comprehensive income (loss). Deferred Costs and Fees Policy acquisition costs, such as commissions and premium taxes which vary with and are primarily related to the production of business, are deferred and amortized over the effective period of the related insurance policies. If deferred policy acquisition costs were to exceed the sum of unearned premiums and related anticipated investment income less related losses and loss adjustment expenses, the excess costs would be expensed immediately. Service carrier fees, which are primarily related to the production and maintenance of business, are deferred and amortized over the effective period of the related insurance policies. Unearned Premiums Premiums are earned ratably over the terms of the policies. Unearned premiums are calculated on the daily pro-rata method and represent the unexpired portion of premiums written. Losses and LAE The reserves for losses and LAE represent an estimate of the ultimate net cost of all claims that have occurred and are unpaid. The reserves are based on loss factors determined by independent consulting actuaries, using statistical analyses and projections and the historical loss experience of the Plan, and give effect to estimates of trends in claim severity and frequency. As claim settlements occur that differ from reserves estimates, these differences are included in current operations. For policies with inception dates prior to April 1, 1992, the servicing contractors were responsible for all allocated and unallocated LAE incurred in the settlement of losses. Allocated loss adjustment expenses (ALAE) include legal fees and related expenses (expert testimony, investigations, etc.), medical examinations, and other costs paid to third parties associated with the defense and settlement of particular claims. Unallocated loss adjustment expenses (ULAE) include that portion of the cost of settling claims that cannot be attributed to a specific claim and are more in the nature of an overhead expense (servicing contractors' claim adjuster salaries, rent, etc.). For polices with inception dates after April 1, 1992, the Plan is responsible for legal and related expenses incurred in the settlement of losses and, accordingly, a liability for these amounts has been established. All other ALAE and all ULAE continue to be the responsibility of the servicing contractors. 8

11 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued) Special Compensation Fund Assessments The Minnesota Department of Labor and Industry currently assesses all insurers writing workers' compensation insurance in Minnesota. The assessment pays for the operation of the Special Compensation Fund (SCF). The SCF pays the cost of administration by the State of Minnesota of the workers' compensation laws; reimburses supplementary benefits paid to claimants; reimburses certain benefits paid to claimants with qualifying, prior registered conditions; and pays claims of injured employees of uninsured employers. In March 2002, legislation was passed by the Minnesota state legislature and signed into law to change the method of assessing insured employers from a loss-based assessment to a premium-based assessment. This change was effective beginning in 2003, from which point the obligating event for assessment liability became the writing of, or becoming obligated to write or renew, the premiums on which the future assessments are to be based. According to MN Senate File 3136, the premium-based method of assessment is to be collected through a policyholder surcharge. The special compensation fund assessment payable represents those assessments currently due based on pure premiums and the estimated liabilities for future SCF assessments based on SCF surcharges collected on policies with an effective date on or after January 1, Restricted Surplus - Terrorism Coverage As a result of the Terrorism Risk Insurance Act passed by Congress and signed into law by the President in November 2002, the Plan is required to restrict a portion of its surplus for terrorism. Through December 31, 2008, the Plan restricted $1 for every $5,000 of payroll covered by the Plan s policies. The Terrorism Risk Insurance Program Reauthorization Act of 2007 extends this program through 2014 and may require additional amounts to be restricted in future years. Income Taxes The Plan is exempt from paying income taxes under Section 501 of the Internal Revenue Code. Accordingly, no provision for income taxes is included in the accompanying financial statements. The Plan reviews income tax positions taken or expected to be taken to determine if there are any income tax uncertainties. This includes positions that the Plan is exempt from income taxes and as such has not filed Federal or Minnesota Income Tax Returns. The Plan recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on the technical merits of the positions. The Plan has identified no income tax uncertainties. Subsequent Events In preparing these financial statements, the Plan has evaluated for recognition or disclosure the events or transactions that occurred through June 19, 2013, the date the financial statements were available to be issued. 9

15 NOTE 5 - INVESTMENTS (Continued) Invested Amounts, Investment Income and Gains and Losses (Continued) The Plan has concluded that no investments have impairment that is other-than-temporary at December 31, The Plan believes that its unrealized losses in equity securities are caused by market conditions influenced by the existing economic downturn, as opposed to deterioration in the fundamentals of individual investments, and intends to maintain its investments through this downturn. The Plan holds investments in a variety of investment funds. In general, its investments are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of the investments will occur in the near term and such changes could be material to the amounts reported in the balance sheet. Net investment income for 2012 and 2011 is summarized as follows (fixed maturities include interest on short-term investments): Fixed Maturities $ 2,354,292 $ 6,411,311 Equity Securities 1,351,469 1,081,240 Total 3,705,761 7,492,551 Investment Expenses (436,781) (436,898) Net Investment Income $ 3,268,980 $ 7,055,653 Cash proceeds received from sales of investments in fixed maturities during 2012 and 2011 were $222,212,526 and $499,268,609, respectively. In 2012 and 2011, gross gains of $3,440,121 and $29,285,570 and gross losses of $(919,864) and $(30,309,728) respectively, were realized on those sales. Gross gains of $10,835,700 and $3,750,122 and gross losses of $(3,175,924) and $(1,456,984) were realized on sales of equity securities in 2012 and 2011, respectively. Fair Value of Financial Instruments The FASB Accounting Standards Codification establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value, as follows: Level 1, defined as observable inputs (i.e. quoted prices in active markets); Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and, Level 3, defined as unobservable inputs for which little or no market data exists, which then requires an entity to develop its own assumptions. The Plan utilizes a pricing service to estimate its fair value measurements for its fixed maturities and equity securities. Since fixed maturities other than U.S. Treasury securities generally do not trade on a daily basis, most fair value estimates for fixed maturities are based on observable market information rather than quoted prices. Accordingly, the estimates of fair value for fixed maturities, other than U.S. Treasury securities, are included in Level 2 of the Standard s hierarchy. U.S. Treasury securities are included in Level 1. 13

17 NOTE 6 - LIABILITY FOR LOSSES AND LOSS ADJUSTMENT EXPENSES A reconciliation of beginning and end of year balances in the liability for unpaid losses and loss adjustment expenses (LAE), net of reinsurance recoverable for the years ended December 31, 2012 and 2011, is as follows: Liability for Losses and LAE at Beginning of Year $ 550,000,000 $ 572,000,000 Reinsurance Recoverable on Unpaid Losses - Beginning of Year (348,000,000) (354,000,000) Net Liability for Losses and LAE at Beginning of Year 202,000, ,000,000 Provision for Losses and LAE for Claims Incurred: Current Year 41,733,000 26,387,000 Prior Years (8,395,288) (14,559,390) Total Incurred 33,337,712 11,827,610 Losses and LAE Payments for Claims Incurred: Current Year 6,423,045 4,765,812 Prior Years 21,914,667 23,061,798 Total Paid 28,337,712 27,827,610 Net Liability for Losses and LAE at End of Year 207,000, ,000,000 Reinsurance Recoverable on Unpaid Losses - End of Year 327,000, ,000,000 Liability for Losses and LAE at End of Year $ 534,000,000 $ 550,000,000 As a result of changes in estimates of insured events in prior years, the losses and LAE incurred, net of reinsurance, decreased by approximately $8,395,000 in 2012 and approximately $14,559,000 in NOTE 7 - CONTINGENCIES Since inception, the Plan has contracted with seven servicing contractors to provide policy issuance, premium accounting, and claim settlement services in exchange for a service fee based upon standard written premium. Contingent liabilities exist with respect to the performance of the above services to the extent that the servicing carriers are unable to meet their obligations under terms of the general services agreement. The Plan, through EIW, has purchased annuities to settle certain claims with the claimant as payee but for which the Plan remains contingently liable. The Plan eliminated its loss reserves for these claims at the time the annuities were purchased. A contingent liability exists to the extent that the issuer of the annuity contracts becomes unable to fulfill its contractual obligations. The issuer, Employers Life Insurance Company of Wausau, is an affiliate of EIW. The present value of all annuity contracts still in force at December 31, 2012 was approximately $2.2 million. The Plan is presently not engaged in any litigation that it considers will have a material adverse effect on its business. As is common with other insurance providers, the Plan is regularly engaged in the defense of claims arising out of the conduct of the insurance business. 15

18 NOTE 8 - OTHER COMPREHENSIVE INCOME Comprehensive income is defined as any change in policyholders' surplus originating from non-owner transactions. The Plan has identified those changes as being comprised of net income and change in unrealized appreciation or depreciation on investments. The components of comprehensive income (loss), other than net income, are as follows: Unrealized Appreciation Arising During the Period $ 11,867,030 $ 8,003,646 Less Reclassification Adjustment for Realized Capital Gains Included in Net Income 10,180,033 1,268,980 Total Other Comprehensive Income $ 1,686,997 $ 6,734,666 NOTE 9 - POLICYHOLDERS' SURPLUS A Minnesota law requires the Plan to transfer its "excess surplus" (as defined in the statute) to the general fund of the State of Minnesota. The amount appropriated by the Plan for the State of Minnesota was $14,520,965 at December 31, 2012 and $25,718,620 at December 31,

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